NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
The gross proceeds amount to approximately €785 million, deriving from the sale of approximately 74.5 million ordinary shares of Mediobanca, at a price of €10.53 per share.
UniCredit S.p.A. ("UniCredit") announces the successful completion of the accelerated bookbuild offering to institutional investors of approximately 74.5 million existing ordinary shares in Mediobanca - Banca di Credito Finanziario S.p.A. ("Mediobanca" or the "Company"), equal to approximately 8.4 per cent of the Company's issued share capital, at a price of €10.53 per share (the "Placement"). The settlement of the Placement will take place on 11 November 2019.
The shares sold in the Offer represents UniCredit's entire shareholdings in the Company.
The price represents a discount of approximately 2.3 per cent to the pre-announcement closing price of Mediobanca.
The transaction will be booked in 4Q 2019 and is expected to be substantially neutral on the UniCredit Group CET1 capital ratio.
BofA Securities, Morgan Stanley and UniCredit Corporate & Investment Banking acted as Joint Bookrunners of the Placement.
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This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
In connection with any offering of the shares of Mediobanca - Banca di Credito Finanziario S.p.A. (the "Shares"), the Joint Bookrunners and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity, may retain, purchase or sell for their own account such Shares. In addition, the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners (or its affiliates) may from time to time acquire, hold or dispose of Shares.
The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Joint Bookrunners are each acting exclusively for the Seller in the transaction referred to in this announcement and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.
Tel. +39 02 88623569; e-mail: MediaRelations@unicredit.eu
Tel: +39 02 88621028; e-mail: InvestorRelations@unicredit.eu